Calgary, Alberta, Canada
September 21, 2009
Viterra Inc. (“Viterra” or the “Company”) today announced that it has received confirmation on behalf of ABB Grain Ltd (ABB) (ASX:ABB) as to the aggregate Scheme Consideration to be paid to ABB shareholders of record at 6:30 p.m. (Adelaide time) on 18 September 2009 (the “Scheme Record Date”), in connection with Viterra’s acquisition of ABB by Scheme of Arrangement (the “Scheme”), pursuant to an Implementation Agreement signed on 19 May 2009.
As ABB shareholder elections exceeded the amount of Available Scrip Consideration, the numbers described below are the result of scale back in accordance with the Scheme, as described in further detail in ABB’s Scheme booklet dated 30 July 2009 (the “Scheme Booklet”).
In accordance with this confirmation and the Scheme, Viterra and its wholly owned subsidiary Australia Pty Ltd (“Viterra Australia”) will provide or procure the provision of the following Scheme Consideration to or on behalf of ABB shareholders on the Implementation Date, being 23 September 2009:
- An aggregate cash amount of A$751,689,273.37;
- An aggregate of 9,634,338 new shares of Viterra (the “New Viterra Shares”) to be issued to ABB shareholders under the Scheme;
- An aggregate of 68,629,939 New Viterra Shares to be issued to CHESS Depositary Nominees Pty Ltd (“CDN”) in trust for ABB shareholders who elected to receive Viterra CDIs; and
- An aggregate of 32,368 New Viterra Shares to be sold under the Cash Out Facility on or before 15 October 2009.
Terms used but not otherwise defined shall have the meaning given to them in the Scheme Booklet.
Viterra Inc. is Canada's leading agribusiness, with extensive operations and distribution capabilities across Western Canada, and with operations in the United States, Japan, Singapore and Geneva. The Company is diversified into sales and services of crop inputs and equipment, grain handling and marketing, livestock feed, agri-food processing and financial products. These operations are complemented by value-added businesses and strategic alliances, which allow Viterra to leverage its pivotal position between Prairie farmers and destination customers. The Company's common shares are listed on the TSX under the symbol VT. In Australia, the Viterra CDIs are traded on the Australian Securities Exchange (ASX) on a deferred settlement basis under the symbol VTA.
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